Shakespeare was a favourite source for Victorian painters, and the tragic-romantic figure of Ophelia from Hamlet was an especially popular subject, featuring regularly in Royal Academy exhibitions. Arthur Hughes exhibited his version of her death scene in the same year as this picture was shown (Manchester City Art Gallery).
Millais began the background in July 1851, at Ewell, Surrey. In accordance with the aims of the Pre-Raphaelite Brotherhood, he painted with close observation of nature. Millais quickly found, however, that such intense study was not without problems, and was moved to remark in a letter to Mrs Thomas Combe,